The Canadian Securities Administrators (CSA) have issued CSA Staff Notice 43-310 Confidential Pre-File Review of Prospectuses (for non-investment fund issuers) (the Staff Notice).

The Staff Notice expands the availability of confidential pre-file reviews that some CSA jurisdictions are already conducting. Pre-file review (the pre-file process) allows for the earlier identification of material issues that might delay receipting the prospectus and closing the offering.

The pre-file process can be used by any non-investment fund issuer in a Canadian jurisdiction but should be made with the principal regulator only. Issuers can use the pre-file process to pre-file a long-form prospectus under National Instrument 41-101 General Prospectus Requirements (NI 41-101), a short form prospectus under National Instrument 44-101 Short Form Prospectus Distributions (NI 44-101), and a base shelf prospectus under National Instrument 44-102Shelf Distributions (NI 44-102).

It should be noted that the pre-file process does not apply to structured notes distributed under the shelf prospectus system as discussed in CSA Staff Notice 44-304 Linked Notes Distributed under Shelf Prospectus System and CSA Staff Notice 44-305 2015 Update – Structured Notes Distributed Under the Shelf Prospectus System. It also does not apply to:

  • non-offering prospectuses, other than non-offering prospectuses filed in connection with cross-border financings; and,
  • prospectuses filed solely to qualify the issuance of securities on the conversion of convertible securities, such as special warrants.

CSA Staff Notice 43-310 Confidential Pre-File Review of Prospectuses is available for download from the websites of the Participating Jurisdictions.

For more information, please call Barbara Hendrickson at BAX Securities Law (416) 601 -1004.

This publication is not intended to constitute legal advice. No one should act on it or refrain from acting on it without consulting with a lawyer. BAX does not warrant or guarantee the accuracy or currency or completeness of the publication. No part of this publication may be reproduced without the prior written permission of BAX Securities Law.